Unassociated Document


    Exhibit
      10.7

     

    _________,
      2008

     

    


    Korea
      Milestone Acquisition Corporation

    SoftForum
      Building, 8th Floor

    545-7
      Dogokdong

    Gangnam,
      Seoul, Korea, 135-170

    


    Broadband
      Capital Management

    712
      Fifth
      Avenue, 49th Floor

    New
      York,
      NY 10019

    


    Re:
      Initial
      Public Offering 

     

    Ladies
      and Gentlemen:

     

    This
      letter agreement (this “Letter
      Agreement”)
      is
      being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting
      Agreement”)
      entered into by and between Korea Milestone Acquisition Corporation, a Cayman
      Islands company (the “Company”),
      and
      Broadband Capital Management LLC, as representative of the several underwriters
      (the “Underwriters”),
      relating to an underwritten initial public offering (the “Offering”)
      of the
      Company’s units (the “Units”),
      each
      Unit comprised of one ordinary share of the Company, par value $0.0001 per
      share
      (the “Ordinary
      Shares”),
      and
      one warrant exercisable for one Ordinary Share (each, a “Warrant”).
      Certain capitalized terms used herein are defined in Section 13
      hereof.

     

    In
      order
      to induce the Company and the Underwriters to enter into the Underwriting
      Agreement and to proceed with the Offering and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      undersigned hereby agrees with the Company and the Underwriters as
      follows:

     

    
      	1.  	
              If
                the Company solicits the approval of its shareholders of a Business
                Combination, the undersigned will (i) vote all Initial Ordinary
                Shares beneficially owned by him or it in accordance with the majority
                of
                the votes cast by the holders of the IPO Shares with respect to a
                Business
                Combination or the Extended Period and (ii) vote all IPO Shares that
                may be acquired by him or it in the IPO or in the aftermarket in
                favor of
                a Business Combination and the Extended
                Period.

            


    

     

    
      	2.  	
              In
                the event that the Company fails to consummate a Business Combination
                within (x) 18 months of the closing date of the IPO, (y) 24 months
                of the
                closing date of the IPO if the Company has not consummated a Business
                Combination within 18 months of the closing date of the IPO but has
                entered into a letter of intent, memorandum of understanding, agreement
                in
                principle or definitive agreement with respect to a Business Combination
                within such 18-month period or (z) 36 months from the closing date
                of the
                IPO if the Company’s shareholders approve a proposal to extend the period
                of time to consummate a Business Combination by an additional 12
                months
                and public shareholders owning less than 30% of the shares sold in
                the IPO
                exercise their conversion rights, the undersigned will, as promptly
                as
                possible, (i) cause the Trust Account to be liquidated and distributed
                to
                the holders of IPO Shares and (ii) cause the Company to liquidate
                as soon
                as reasonably practicable. The undersigned hereby waives any and
                all
                right, title, interest or claim of any kind in or to any distribution
                of
                the Trust Account and any remaining net assets of the Company held
                outside
                of the Trust Account as a result of such liquidation with respect
                to the
                Initial Ordinary Shares beneficially owned by him. The undersigned
                further
                waives any and all right, title, interest or claim in or to the Trust
                Account the undersigned may have in the future as a result of, or
                arising
                out of, any contracts or agreements with the Company and will not
                seek
                recourse against the Trust Account for any reason whatsoever; provided,
                however, that in the event that the Company fails to consummate a
                Business
                Combination and the Trust Account is liquidated and distributed,
                nothing
                herein shall prevent the undersigned from participating in the Trust
                Account pro rata with the other holders of IPO Shares with respect
                to any
                IPO Shares purchased by the undersigned as part of the IPO or in
                the
                aftermarket. In the event of the liquidation of the Trust Account,
                the
                undersigned agrees to indemnify and hold harmless the Company, pro
                rata
                based on the undersigned’s beneficial ownership of the Initial Ordinary
                Shares, against any and all loss, liability, claims, damage and expense
                whatsoever (including, but not limited to, any and all legal or other
                expenses reasonably incurred in investigating, preparing or defending
                against any litigation, whether pending or threatened, or any claim
                whatsoever) which the Company may become subject as a result of any
                claim
                by any vendor or other person or entity who is owed money by the
                Company
                for services rendered or contracted for, products sold or contracted
                for,
                or by any target business, but only to the extent necessary to ensure
                that
                such loss, liability, claim, damage or expense does not reduce the
                amount
                of funds in the Trust Account; provided that such indemnity shall
                not
                apply (i) if such vendor, person or entity or prospective target
                business
                executed an agreement waiving any claims against the Trust Account
                (even
                if such waiver is subsequently found to be invalid or unenforceable),
                or
                (ii) as to any claims under the Company’s obligation to indemnify the
                Underwriters against certain liabilities, including liabilities under
                the
                Securities Act of 1933, as amended (the “Securities Act”). The undersigned
                acknowledges and agrees that there will be no distribution from the
                Trust
                Account with respect to any warrants or Sponsors’ Warrants, all rights of
                which will terminate upon the Company’s liquidation. If the remaining
                assets outside the Trust Account are insufficient to pay the costs
                of
                liquidation, the undersigned agrees to advance to the Company the
                funds
                necessary to complete such liquidation and agrees not to seek repayment
                for such expenses.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	3.  	
              The
                undersigned hereby (a) waives the undersigned’s right to exercise
                redemption rights with respect to any Ordinary Shares owned or to
                be owned
                by the undersigned, directly or indirectly, and (b) agrees that the
                undersigned will not seek redemption with respect to such Ordinary
                Shares
                in connection with any vote to approve (i) the Extended Period, or
                (ii) a
                Business Combination.

            


    

     

    
      	4.  	
              The
                undersigned hereby agrees and consents to (i) escrow all of the
                undersigned’s Initial Ordinary Shares until one (1) year after the date of
                the consummation of a Business Combination, subject to the terms
                of an
                Escrow Agreement, which the Company will enter into with the undersigned
                and an escrow agent acceptable to the Company, and (ii) execute said
                Escrow Agreement, in a form acceptable to the Company.
                

            


    

     

    
      	5.  	
              (a)Subject
                to the pre-existing fiduciary duties of the undersigned, the undersigned
                agrees that, from the date of the Prospectus until the earliest of
                the
                Company’s consummation of its initial Business Combination, the Company’s
                liquidation, or until such time as the undersigned ceases to be an
                executive officer or director (as applicable), the undersigned will,
                and
                will cause companies or entities under the undersigned’s control to offer
                to the Company, before pursuing for himself or offering to others,
                any
                business combination opportunity presented to the undersigned with
                a
                target business (i) that has a fair market value between $79.2 million
                and
                $400 million, (ii) whose primary operations are located in the Republic
                of
                Korea, and (iii) where the opportunity is to acquire at least a
                controlling interest in the target business (which would be at least
                a
                majority of the voting securities of the target business and/or control
                through contractual arrangements of the target business or the majority
                of
                any governing body of the target business). Subject to the pre-existing
                fiduciary duties of the undersigned, the undersigned has agreed that
                the
                undersigned will not, and will cause each other company or entity
                under
                the undersigned’s control not to, pursue any such business opportunity
                other than on the Company’s behalf unless and until the Company’s board of
                directors, including a majority of the Company’s disinterested independent
                directors, has determined that the Company will not pursue such
                opportunity. 

            


    

     

    (b) The
      undersigned agrees that the undersigned will not organize or become involved
      in
      any other blank check company with a focus on acquiring a target business in
      Korea until the Company has entered into a definitive agreement regarding its
      initial Business Combination and filed a Report of Foreign Private Issuer on
      Form 6-K relating to the initial Business Combination, it being agreed and
      understood that the undersigned may, however, organize or become involved in
      other blank check companies with a focus other than acquiring a target business
      in Korea. 

     

    
      	6.  	
              The
                undersigned agrees to serve as Chief Executive Officer of the Company
                and
                Chairman of the Board of Directors of the Company until the earlier
                of the
                consummation by the Company of its initial Business Combination or
                the
                liquidation of the Company; provided,
                however,
                that nothing herein shall be construed as providing a right of the
                undersigned to maintain any position if removed by proper corporate
                action. The undersigned’s biographical information furnished to the
                Company and the Underwriters and attached hereto as Exhibit
                A
                is
                true and accurate in all material respects, does not omit any material
                information with respect to the undersigned’s background and contains all
                of the information required to be disclosed pursuant to Section 401
                of
                Regulation S-K, promulgated under the Securities Act of 1933, as
                amended.
                The undersigned’s completed questionnaires furnished to the Company and
                the Underwriters and attached hereto as Exhibit
                B
                are true and accurate in all material respects.


            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	7.  	
              The
                undersigned represents and warrants that the
                undersigned:

            


    

     

    (a)  is
      not
      subject to or a respondent in any legal action for, any injunction, cease-and
      desist order or order or stipulation to desist or refrain from any act or
      practice relating to the offering of securities in any
      jurisdiction;

     

    (b)  has
      never
      been convicted of or pleaded guilty to any crime (i) involving any fraud or
      (ii)
      relating to any financial transaction or handling of funds of another person
      or
      entity, or (iii) pertaining to any dealings in any securities and the
      undersigned is not currently a defendant in any such criminal proceeding; and
      

     

    (c)  has
      never
      been suspended or expelled from membership in any securities or commodities
      exchange or association or had a securities or commodities license or
      registrations denied, suspended or revoked.

     

    
      	8.  	
              The
                undersigned acknowledges and agrees that the Company will not consummate
                any Business Combination with any entity that is affiliated with
                any of
                the Company’s officers, directors or Existing Shareholders, unless the
                Company obtains an opinion from an independent investment banking
                firm
                indicating that the Business Combination is fair to the Company’s Public
                Shareholders from a financial
                perspective.

            


    

     

    
      	9.  	
              Except
                as disclosed in the Prospectus, neither the undersigned nor any family
                member or affiliate of the undersigned will be entitled to receive,
                and no
                such person or entity will accept, any compensation, fee (finder’s or
                otherwise), reimbursement or payment (a) from the Company for services
                rendered to the Company prior to or in connection with the consummation
                of
                a Business Combination, other than reimbursement from the Company
                for the
                undersigned’s reasonable out-of-pocket expenses related to identifying,
                investigating and consummating a Business Combination, or (b) in
                the event
                that the undersigned or any family member or affiliate of the undersigned
                originates a Business Combination.

            


    

     

    
      	10.  	
              The
                undersigned has full right and power, without violating any agreement
                by
                which the undersigned is bound (including, without limitation, any
                non-competition or non-solicitation agreement), to enter into this
                Letter
                Agreement and to serve as an officer, director and shareholder of
                the
                Company. The undersigned hereby consents to being named in the Prospectus
                (as determined by the Company).

            


    

     

    
      	11.  	
              The
                undersigned agrees that until the consummation of a Business Combination,
                the undersigned will not recommend or take any action to amend or
                waive
                any provisions of Article
                [49] of the Company’s amended and restated memorandum and articles of
                association.
                

            


    

     

    
      	12.  	
              The
                undersigned hereby agrees that, on a date that is within the five-day
                period following the date that is 30 days after the date of the
                Underwriting Agreement or, if earlier, the date the Underwriters
                terminate
                their option to purchase optional Units (i.e., their over-allotment
                option, as described in the Underwriting Agreement) pursuant to the
                terms
                of the Underwriting Agreement, the undersigned will promptly sell
                to the
                Company, and the Company shall repurchase from the undersigned, at
                the
                price per share of $0.0001 in cash, the number of Ordinary Shares
                determined by multiplying (a) the product of (i) 375,000, multiplied
                by
                (ii) a fraction, (x) the numerator of which is the number of Initial
                Ordinary Shares held by the undersigned, and (y) the denominator
                of which
                is the number of Initial Ordinary Shares held by all Existing
                Shareholders, by (b) a fraction, (i) the numerator of which is 750,000
                minus the number of Ordinary Shares purchased by the Underwriters
                upon the
                exercise of their option to purchase optional Units, and (ii) the
                denominator of which is 750,000.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	13.  	
              As
                used herein, (a) a “Business
                Combination”
                shall mean the Company’s initial acquisition of, or acquisition of control
                of, one or more operating businesses, through a merger, stock exchange,
                stock purchase, asset acquisition, reorganization or other similar
                business combination, or contractual arrangements, having an aggregate
                fair market value of at least eighty percent (80%) of the balance
                held in
                the Trust Account (less the amount held in the Trust Account representing
                the deferred underwriting discounts and commissions and taxes payable,
                but
                including any amounts paid to redeeming shareholders in connection
                with
                the approval of any proposed extension) at the time of the execution
                of a
                definitive agreement for the Business Combination; (b) “Existing
                Shareholders”
                shall mean the officers, directors and shareholders of the Company
                prior
                to the Offering; (c) “Initial
                Ordinary Shares”
                shall mean all of the Ordinary Shares owned by an Existing Shareholder
                prior to the Offering (and shall include any Ordinary Shares issued
                as
                dividends with respect to such shares); (d) “Public
                Shareholders”
                shall mean the holders of securities issued in the Offering; (e)
                “Trust
                Account”
                shall mean the trust account established for the benefit of the Public
                Shareholders into which a portion of the net proceeds of the Offering
                will
                be deposited; and (f) the “Extended
                Period”
                shall mean the additional 12-month period to approve a Business
                Combination as more specifically described in the Registration
                Statement.

            


    

     

    
      	14.  	
              The
                undersigned acknowledges and understands that the Company will rely
                upon
                the agreements, representations and warranties set forth herein in
                proceeding with the Offering. Nothing contained herein shall be deemed
                to
                render the Underwriters a representative of, or a fiduciary with
                respect
                to, the Company, its shareholders, or any creditor or vendor of the
                Company with respect to the subject matter
                hereof.

            


    

     

    
      	15.  	
              The
                undersigned hereby agrees to take, or cause to be taken, all actions
                (including, without limitation, executing all agreements and documents)
                and to do, or cause to be done, all things necessary, proper or advisable
                to fulfill the undersigned’s obligations under this Letter Agreement, or
                as may otherwise be requested or required of the undersigned by the
                Company. 

            


    

     

    
      	16.  	
              This
                Letter Agreement constitutes the entire agreement and understanding
                of the
                parties hereto in respect of its subject matter and supersedes all
                prior
                understandings, agreements, or representations by or among the parties
                hereto, written or oral, to the extent they relate in any way to
                the
                subject matter hereof or the transactions contemplated hereby. This
                Letter
                Agreement may not be amended, modified or waived as to any particular
                provision, except by a written instrument executed by all parties
                hereto.
                No party hereto may assign either this Letter Agreement or any of
                its
                rights, interests, or obligations hereunder without the prior written
                approval of the other parties hereto. Any purported assignment in
                violation of this Section 16 shall be void and ineffectual and shall
                not
                operate to transfer or assign any interest or title to the purported
                assignee. This Letter Agreement, the entire relationship of the parties
                hereto, and any litigation between the parties (whether grounded
                in
                contract, tort, statute, law or equity) shall be governed by, construed
                in
                accordance with, and interpreted pursuant to the laws of the State
                of New
                York, without giving effect to its choice of laws principles. The
                undersigned hereby agrees that any action, proceeding or claim against
                the
                undersigned arising out of, or relating in any way to this Letter
                Agreement shall be brought and enforced in the courts of the State
                of New
                York or the United States District Court for the Southern District
                of New
                York, and irrevocably submits to such jurisdiction. The undersigned
                hereby
                irrevocably and unconditionally waives the right to a trial by jury
                in any
                action, suit, counterclaim or other proceeding (whether based on
                contract,
                tort, or otherwise) arising out of, connected with or relating to
                this
                Letter Agreement. The undersigned hereby agrees to appoint an agent
                for
                the service of process in the State of New York, which such agent
                shall be
                reasonably acceptable to the Company and Broadband Capital Management
                (“Broadband”),
                to receive, for the undersigned and on the undersigned's behalf,
                service
                of process in any proceeding. If for any reason such agent is unable
                to
                act as such, the undersigned will promptly (i) notify the Company
                and
                Broadband and (ii) appoint a substitute agent reasonably acceptable
                to
                each of the Company and Broadband, and nothing in this Letter Agreement
                will affect the right of either party to serve process in any other
                manner
                permitted by law.  This
                Letter Agreement shall be binding on the undersigned and the undersigned’s
                respective heirs, personal representatives, successors and assigns.
                This
                Letter Agreement shall terminate on the earlier of (a) the expiration
                of
                the longest lock-up period applicable to the undersigned’s Initial
                Ordinary Shares and (b) the liquidation of the Company; provided
                that such
                termination shall not relieve the undersigned from liability for
                any
                breach of this Letter Agreement prior to its
                termination.

            


    

     

    
      	 	 	Sincerely, 
	 
 	 
 	 
 
	 	 	 
	 	
              
Sang-Chul
              Kim


    

     

    
      
        
        

      

      
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      	Accepted and agreed:	 	 	 
	 	 	 	 
	KOREA MILESTONE ACQUISITION
              CORPORATION 	 	 	 
	 	 	 	 
	By:	 	 	 	 
	 	
              

              Name:
                

              Title:
                

            	 	 	
            


    

     

    
      
        	BROADBAND CAPITAL MANAGEMENT
                LLC
                	 	 	 
	 	 	 	 
	By:	 	 	 	 
	 	
                

                Name:
                  

                Title:
                  

              	 	 	
              


      

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A

     

    BIOGRAPHICAL
      INFORMATION FURNISHED TO THE COMPANY

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    QUESTIONNAIRES